Acuity Inc. (AYI) Earnings Call Transcript & Summary

Good morning, and welcome to the Acuity Brands Fiscal 2020 Annual Stockholders Meeting. Stockholders may ask a question by entering it in the box in the lower left-hand side of the screen and they vote their share by clicking on the vote here button on the right-hand side of the screen. If shares have previously been voted, there is no need to vote during the meeting. Today's meeting is being recorded. If you have any objections, you may leave the meeting at this time. Now I would like to introduce Mr. Vernon J. Nagel.

Thank you. Welcome, stockholders and guests. I'm Vernon Nagel. I'm honored to have served as Executive Chairman of the company. I'm joined today on the call by Neil Ashe, Chairman, President and Chief Executive Officer; Karen Holcom, Senior Vice President and Chief Financial Officer; Barry Goldman, Senior Vice President and General Counsel; and Jill Gilmer, Vice President and Corporate Secretary. Also present on the call are the following Director nominees: Patrick Battle, Peter Browning, Douglas Dillard, Maya Leibman, Laura O'Shaughnessy, Dominic Pileggi, Ray Robinson and Mary Winston. Also present are representatives of Ernst & Young, our independent auditors, who will be available during the question-and-answer session after the meeting to respond to questions as appropriate. Finally present is Belinda Massafra from Broadridge Financial Solutions, who will serve as the inspector of election. Broadridge is also tabulating the vote for this meeting. This is the first year we are holding our annual meeting in a virtual format. We are doing this because of the public health impact of the COVID-19 pandemic and our desire to support the health and well-being of our associate stockholders and all of our key stakeholders. We made every effort to make the meeting as inclusive as possible by offering our stockholders the same opportunities to participate as provided at our in-person meetings. It has been a privilege to have led our remarkable associates at this terrific company over the last 15 years. We accomplished a great deal together, including successfully navigating one of the greatest technology transformations faced by any industry with the advent of digital lighting. I am delighted that Neil agreed to succeed me as the CEO as he recognized the tremendous potential of our company and the opportunity to create additional value for stakeholders. This morning, we will first hear a brief company overview from Neil, then we will move to the business portion of the meeting and review and close voting on 5 proposals that appear in our proxy statement. We will also receive the preliminary voting results for each of the 5 proposals. We will then adjourn the meeting and take your questions. At this time, I would like to turn the meeting over to Neil.

Thank you, Vern. Welcome to the Acuity Brands' Annual Stockholders Meeting, and thank you for joining us virtually today. Before we get started, I would like to bring your attention to our forward-looking statement included in the presentation. This year marked my appointment as the next CEO of Acuity Brands, and I would like to thank Vern for his leadership of the company over the last 15 years. I'm very excited to join together with more than 11,000 talented associates to transform our company, to transform the industries that we serve and to increase our impact on the communities in which we operate. As you are aware, the pandemic presented unprecedented challenges to our business and our world. It also presented Acuity Brands with an opportunity to demonstrate our resiliency, compassion and strength. At the onset of the pandemic, we declared that our priorities were, first, the health and well-being of our associates and their families; and second, ensuring that we operate effectively and emerge from this pandemic a stronger company. We have remained committed to those priorities, and our results show that we have executed well through the many challenges. I would like to take this opportunity to introduce our company to those of you who don't know us well and also to reintroduce our company to those of you who do. We are an industrial technology company with leading positions in lighting, lighting controls and components and intelligent building applications. We have a very efficient business model with high cash generation. In fiscal 2020, we delivered a record $505 million of cash flow from operations. Our net sales of $3.3 billion were down 9% for fiscal 2020, largely due to the effects of the pandemic. We are embarking on a transformation of our company through the introduction of technology and software, both in what we do and in how we do it. We believe we are well positioned, both for the current market as well as the inevitable rebound. Our strong cash generation and low leverage allow us to invest in our current businesses, grow through acquisitions, maintain our dividend and create value for stockholders through share repurchase. We are building from a position of strength. Our core lighting, lighting controls business is the market leader in North America with leadership positions in most of the largest categories. Our portfolio of products serves a diverse collection of end users in a variety of industries, including industrial, utility, commercial, office, health care, education, retail and residential. And as the market has changed over the last few quarters, we've been able to flex where the business is. With our technology assets, systems integrators and building owners realize we have the high-quality flexible technology that allows them to solve all the problems today as well as of tomorrow. As we look forward, there is a truism about technology. The impact of technology is overestimated in the short term and underestimated in the long term. We are not an industrial company trying to figure out how to do technology. We are a unique combination of domain expertise in the industries that we serve and in the technology that will change them. We are calling the transformation better, smarter, faster, which is exactly what it is. We are reevaluating our business processes with a keen focus on customers. By simplifying these processes, we can eliminate time and increase service levels and, simply put, be better. The simplification of our processes, combined with the power of data and machine learning will make us smarter. We have an industry-leading path to market with an unmatched network of independent sales agents. Our work is designed to make both us and them stronger while they increased service levels for end-user building owners and contractors. We have outstanding product development, and we'll be reinvesting some of our savings of time and resources into improving the vitality of our products. Simply put, we plan to be smarter and faster. We're also refocusing our efforts at Distech and Atrius, and we expect to be the company that finally makes buildings intelligent through the use of Distech's building management system, coupled with applications powered by Atrius. And here, too, we are beginning from a position of strength. Distech has outstanding technology that is built on open protocols and is well positioned for what buildings will need to be able to do in the future. Atrius has installed sensory networks through lighting that are capital-efficient and foundational for high-quality, location-aware applications. We intend to build applications that deliver demonstrable value on top of these core building blocks. This will take time, but we are excited about the potential. We want Acuity Brands to be the place where the best people can do their best work because the sense of inclusion is strongly linked with engagement. We want our associates to bring their wholesales into their role at work, including all their inspiration, integrity and uniqueness. Creating a sense of belonging is more important than ever. And we are taking steps to acknowledge our differences while valuing the abilities and ideas that we share. We completed the second year of our EarthLIGHT program, through which we are organizing our sustainability efforts, further improving our performance and better highlighting our results on numerous environmental, social and governance factors. At Acuity Brands, we recognize that our company is part of a greater community. And we can make a difference by how we operate to positively impact the environment, our associates, customers and other stakeholders. In summary, we are building from a position of strength, both in core lighting and controls and intelligent buildings. We have an efficient business model that allows us to generate significant cash, and we have the ability to use that cash to grow our current businesses, grow our company through acquisition and create additional value for stockholders. Thank you for being stockholders of Acuity Brands and for being with us on our journey. Now I would like to share with you a brief video highlighting our processes and our facilities in Mexico that are keeping our associates safe and healthy during the pandemic. [Presentation]

So with that, we will now begin the business portion of the meeting. The annual meeting of stockholders will please come to order. You should be able to see the agenda on your webcast screen. As a reminder, if you are a stockholder and wish to ask a question about a proposal or any other matter, you may do so by submitting it in the ask a question box. We will address questions as time allows during the session. For any questions we may not have time to answer, we will respond to each question on an individual basis after the meeting as appropriate. This annual meeting of the stockholders is held pursuant to the bylaws of the company and written notice to all stockholders. I will act as Chair of the meeting, and Jill Gilmer will act as Secretary of the meeting. Jill, can you take it from here, please?

The Board of Directors has appointed Belinda Massafra of Broadridge to serve as the independent inspector of election for this meeting. I ask that she file her oath of office with me for inclusion in the minutes of this meeting. We have an affidavit of mailing from Broadridge Financial Solutions certifying as to the giving of notice of this meeting and ascending to stockholders of record as of November 10, 2020, the notice of internet availability and proxy material, all of which Broadridge commenced distributing to stockholders on November 27, 2020. I also have a copy of the proxy statement and the annual report, which includes financial statements certified by Ernst & Young. A copy of the proxy statement and the annual report was sent or made available to each stockholder entitled to vote at this meeting and electronic copies of the proxy statement and the annual report are available on the website to access during the meeting. The notice of meeting and affidavit of mailing, together with its attachments, will be filed with the minutes of this meeting. I have the list of holders of record of common stock of the company at the close of business on November 10, 2020. This list is available for inspection by stockholders during this meeting by using the registered stockholder list link found on the meeting website. As of the record date of this annual meeting, there were outstanding and entitled to vote a total of 36,836,276 shares of common stock. The inspector of election has confirmed that there are 33,511,393 shares of stock represented by proxy or approximately 90.97% of all the shares entitled to vote at this annual meeting. The shares so represented exceed 50% of the total shares entitled to vote at this meeting and therefore, constitute a quorum. Therefore, this meeting is duly constituted and will proceed. I will turn this meeting back over to Neil.

Thank you, Jill. It is 11:15 a.m. Eastern time on January 6, 2021, and the polls for voting on all matters are open. All Acuity Brands stockholders entitled to vote at this meeting can do so online. If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so via the website. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and provide preliminary voting results. Today, as outlined in the proxy statement, we have 5 proposals for you to consider. The first proposal is the election of directors. At this meeting, we will be electing 10 directors for a 1-year term expiring at the fiscal 2021 annual meeting. The nominees are Neil Ashe, Patrick Battle, Peter Browning, Douglas Dillard, James Hance, Maya Leibman, Laura O'Shaughnessy, Dominic Pileggi, Ray Robinson and Mary Winston. Information concerning their principal occupations, service as Acuity Brands board members, skills and qualifications and other matters, which may be of interest, are contained in the proxy statement. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations are closed. The Board recommends a for vote for all Director nominees. Seeing no questions on this proposal, we'll move on to the next proposal. The second proposal is the ratification of the appointment of the company's independent accounting firm Ernst & Young LLP for fiscal year 2021. The Board recommends a for vote for this proposal. Seeing no questions on this proposal, we'll move on to the next proposal. Proposal 3a is the approval of an amendment to the company's certificate of incorporation to eliminate supermajority voting provisions to amend the certificate of incorporation and bylaws. The Board recommends a vote for this proposal. Seeing no questions on this proposal, we'll move on to the next proposal. Proposal 3b is the approval of an amendment to the company's certificate of incorporation to eliminate super majority voting provision to remove directors. The Board recommends a for vote for this proposal. Seeing no questions on this proposal, we'll move on to the next proposal. Proposal 4 is the approval of an amendment to the company's certificate of incorporation to grant stockholders the ability to call special meetings. The Board recommends a vote for this proposal. Seeing no questions on this proposal, we'll move on to the next proposal. Proposal 5 is an advisory vote to approve executive compensation as disclosed in the proxy statement. The Board recommends a vote for this proposal. Seeing no questions on this proposal, we'll continue with the meeting. The polls are about to close so if you have not yet voted, please do so now. [Voting] Since everyone has had the opportunity to vote, it is now 11:20 a.m. and the polls are closed. I would now like to ask Ms. Gilmer to read the preliminary vote report.

The inspector of election has delivered her preliminary report, and I will now announce the preliminary results. I'm pleased to report that all the director nominees on the ballot have been elected with over 80% of the votes cast. Therefore, each director will serve until the next annual stockholders' meeting. The ratification of the company's independent accounting firm Ernst & Young has been approved by over 98% of vote cast. The approval of the amendment of the certificate of incorporation to eliminate super majority voting provisions to amend the certificate and bylaws passed with over 85% of all common stock -- common shares outstanding. The approval of the amendment of the certificate of incorporation to eliminate super majority voting provisions to remove directors passed with over 85% of all common shares outstanding. The approval of the amendment of the certificate of incorporation to grant stockholders the ability to call special meetings passed with over 85% of all common shares outstanding. The advisory vote on executive compensation failed with only 32% of votes cast in favor. We will report the details of the final voting results on all of these proposals in the company's Form 10-Q expected to be filed with the SEC within 4 business days. I will now turn the meeting back to Mr. Ashe.

Thank you, Jill. That concludes the business portion of the meeting. The meeting is now adjourned.

Now we'll move into the question-and-answer session. We'll take questions about the company and its business. We will try to answer as many of the questions as we can. We may rephrase a question when necessary for comprehension. Where there are multiple questions on the same topic, we will select a representative question to answer. If we don't get to all of the questions today, we will respond to each question on an individual basis after the meeting as appropriate. It appears that we have 1 question. As the shareholders submitted a proposal for the 2017 annual meeting, requesting the Board of Directors approve a dividend increase, I would like to follow-up on that topic. Since Acuity closed fiscal 2020 with $560 million of cash and cash equivalents, the most since fiscal 2015 prior to the Juno acquisition in fiscal 2016. Does the current smaller Board of Directors with 2 new members plan to revisit a policy that increases dividends commensurate with increasing cash flows? Thank you for your question. We take capital stewardship very seriously, and we believe that capital allocation is a key important element for our ability to create value for all of our stockholders. As we've said consistently since I joined, we have 4 priorities for the allocation of our capital. The first is to grow the -- our existing businesses. The second is to grow our company through acquisition. The third is to maintain our dividend. And the fourth is to repurchase shares in the open marketplace. Over the course of the last year, we have restarted our share repurchase program as we thought that was an effective way to manage our -- to allocate our capital. Since we launched that program and the -- relaunched that program in the fourth quarter of 2020, we have repurchased about 2.4 million shares. We intend to update that number. We've continued that program, and we intend to update that number in our earnings release later this week. So again, the priorities for our capital allocation are: to grow our current businesses, to grow our company through acquisitions, to maintain our dividend and to repurchase shares in the open market. Thank you very much for your question. At this point, we see no additional questions. I'll pause for another 15 seconds for the submission of any additional questions. Seeing no additional questions. This concludes the Q&A session of the meeting. Ladies and gentlemen, thank you for participating in today's meeting. And importantly, thank you for your continued commitment and investment in Acuity Brands. We appreciate your time, and we look forward to talking to you at this time again next year.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.